Client Terms
These Client Terms, together with any Client Form (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which A1 Sideloader Service PTY LTD ACN 658 531 607
(‘A1 Sideloader Service’) provides Services (defined in clause 2) to you or the company which you represent (the 'Client').
1. CLIENT FORM, THIS AGREEMENT
a). These Client Terms will apply to all the Client's dealings with A1 Sideloader Service, including being incorporated in all agreements, quotations or orders issued by A1 Sideloader Service under which A1 Sideloader Service is to provide services to the Client (each a ‘Client Form’) together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).
b) The Client will be taken to have accepted this Agreement if the Client accepts a Client Form, or if the Client orders, accepts or pays for any goods or services provided by A1 Sideloader Service after receiving or becoming aware of this Agreement or these Client Terms.
c). In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any "Special Conditions" (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.
2. SERVICES
a). In consideration for the payment of the fees set out in the Client Form (Fees), A1 Sideloader Service will provide the Client with the services set out in a Client Form (Services).
b). Unless otherwise agreed, A1 Sideloader Service may, in its discretion:
not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
withhold Services until the Client has paid an invoice in respect of such Services.
3. CLIENT OBLIGATIONS AND WARRANTIES
3.1 PROVIDE INFORMATION, LIAISON, REASONABLE DIRECTIONS AND PREPARATION
The Client must:
Provide A1 Sideloader Service with all documentation, information and assistance reasonably required for A1 Sideloader Service to perform the Services;
Liaise with A1 Sideloader Service as it reasonably requests for the purpose of enabling A1 Sideloader Service to provide the Services;
Comply with A1 Sideloader Service’ reasonable directions in receiving the Services; and
Take all reasonable steps to minimise risk of damage to or loss of the Delivery Goods during the Services, including by taking all reasonable care in the manner in which Delivery Goods are stored, packed and arranged.
3.2 COMPLIANCE WITH LAWS, REGULATIONS, DANGEROUS GOODS
The Client agrees that it will not, in receiving or requesting the Services:
Breach any applicable laws, rules, regulations or relevant codes of conduct (including any applicable privacy laws, the International Maritime Dangerous Goods Code and the Australian Code for the Transport of Dangerous Goods by Road and Rail), or cause or contribute to A1 Sideloader Service making any such breach; or
Infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality, or cause or contribute to A1 Sideloader Service making any such infringement.
The Client must ensure that no dangerous goods, including any explosive or flammable goods, are included in the Delivery Goods.
3.3 AUTHORISATION
The Client warrants that they own the Delivery Goods or are otherwise authorised to request the Services.
3.4 DELIVERY SERVICES
a) The Client must ensure that:
the Delivery Goods meet the specifications provided to and accepted by A1 Sideloader Service; and
the Delivery Goods meet the specifications provided to any other relevant third party, including the relevant shipping line and terminal.
b) Without limiting any other clause of this Agreement, if the Client breaches any part of this clause 3.4, the Client must pay any additional charges on invoice to the Client that A1 Sideloader Service incurs in connection with the Client’s breach, which, without limiting any other clause of this Agreement, may include charges from third parties for the failure of Delivery Goods to meet their specifications.
3.5 ACCEPTANCE
Upon delivery of the Delivery Goods to the Delivery Point, the Client must:
a). Supervise such delivery and ensure that no damage is caused to its premises or personal property as part of the Services, and the Client releases A1 Sideloader Service from any such loss or damage arising out of the Services, to the extent that it is caused or contributed to by the Client’s failure to supervise in accordance with this clause, or by the Client’s failure to comply with any other clause of this Agreement;
b) Ensure that its authorised representative signs a document (for example, a Point of Delivery Consignment Note) confirming that the Delivery Goods have been successfully delivered (Acceptance Confirmation);
i. Ensure that no person who is not an authorised representative of the Client ever signs an Acceptance Confirmation;
ii. Ensure that any lateness, delay or other issue with the Services is noted in the Acceptance Confirmation. The Client releases A1 Sideloader Service from any loss or damage arising out of any lateness, delay or other issue which is not noted in the relevant Acceptance Confirmation; and
iii. Ensure that no person other than A1 Sideloader Service’ personnel move, or in any way handle or alter, any Delivery Goods, before an Acceptance Confirmation is signed, without A1 Sideloader Service’ approval. The Client indemnifies A1 Sideloader Service in respect of any and all loss or damage that arises from or in connection with the Client’s personnel, or any other third party, moving, or in any way handling or altering, any Delivery Goods before the relevant Acceptance Confirmation is signed.
3.6 PICK UP SERVICES - CONTAINERS
a) To the extent that the Services include A1 Sideloader Service picking up containers from the Client, or other items, (Pick Up Services) the Client must:
Notify A1 Sideloader Service in writing once an item that is to be the subject of Pick Up Services (Pick Up Item) is ready for collection. The Client must provide A1 Sideloader Service with more notice that the Container Pick Up Minimum Notification Period;
not do anything which may cause or contribute to the Pick Up Item’s late return to its owner; and
ensure all Pick Up Items are easily accessible, organised, positioned and located such that they are reasonably ready for pick up:
at the time notified to A1 Sideloader Service under clause 3.6(a); and
in accordance with A1 Sideloader Service’ directions and with this Agreement.
b) Without limiting any other clause of this Agreement, if the Client breaches any part of this clause 3.6, the Client must:
Pay any additional charges on invoice to the Client that A1 Sideloader Service incurs in connection with the Client’s breach, which, without limiting any other clause of this Agreement, includes charges from the owner of a Pick Up Item for late return; and
Grant to A1 Sideloader Service a licence to enter its property to rectify the breach and perform the Pick Up Services, at A1 Sideloader Service’ option. The Client acknowledges that a breach of this clause 3.6 will affect A1 Sideloader Service’ ability to perform the Pick Up Services and the Client releases A1 Sideloader Service from any and all liability arising out of reasonable damage to the Client’s premises or property caused by A1 Sideloader Service carrying out the Pick Up Services or rectifying the Client’s breach of this clause 3.6. Without limiting this clause 3.6(b)(ii), specific risks that may arise if the Client breaches any part of clause 3.6, in relation to which the Client releases A1 Sideloader Service from any liability, include moving containers on the Client’s property.
3.7 CLIENT BREACH OF THIS CLAUSE
Without limiting any other clause of this Agreement, if the Client breaches any part of this clause 3, A1 Sideloader Service may, at its option:
charge the Client an additional amount for the Services, specified by A1 Sideloader Service (acting reasonably), on invoice to the Client; or
elect not to perform the relevant parts of the Services.
4 PAYMENT
4.1 FEES
The Client must pay fees to A1 Sideloader Service in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.
4.2 INVOICES
Unless otherwise agreed in the Client Form:
if A1 Sideloader Service issues an invoice to the Client, payment must be made by the time(s) specified in such invoice;
in all other circumstances, the Client must pay for all goods and services within 14 days of receiving an invoice for amounts payable; and
the Client must not set off any money alleged to be owing by A1 Sideloader Service against money due by the Client to A1 Sideloader Service.
4.3 PAYMENT METHOD
The Client must pay Fees using the fee payment method specified in the Client Form.
4.4 EXPENSES
Unless otherwise agreed in writing, any third party costs reasonably incurred by A1 Sideloader Service in the course of performing the Services will be billed to the Client, unless specifically otherwise provided for in the Client Form. Such expenses that A1 Sideloader Service may reasonably incur, include:
any fees or charges incurred by A1 Sideloader Service in the course of providing the Services, provided such fees or charges were not caused by A1 Sideloader Service’ negligence or breach of this Agreement;
any additional fees charged to A1 Sideloader Service in performing the Services, for lateness or delay, including delay in loading or unloading, that were caused or contributed to by the Client or the end customer, or any of either parties’ personnel;
any taxes or duties on the Services;
any customs duty, excise duty or cost; and
any additional fees specified in other clauses of this Agreement.
4.5 ADDITIONAL FEES
A1 Sideloader Service may, on written notice to the Client, increase the Fees for the Services to reflect an increase in the cost to A1 Sideloader Service of providing the Services.
4.6 GST
Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by A1 Sideloader Service, the Client must pay the GST subject to A1 Sideloader Service providing a tax invoice.
4.7 CARD SURCHARGES
A1 Sideloader Service reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
5. CANCELLATION
A1 Sideloader Service reserves the right to cancel a Client Form for any reason, and will notify the Client of this as soon as possible. Where payment has already been debited for a cancelled Client Form, the full amount will be credited back to the original method of payment.
6. TITLE AND RISK
a). (Title) Title in the Delivery Goods is retained by the Client, subject to clause 6(c).
b) (Risk) Risk in the Goods will pass to the Client upon signing of the relevant Acceptance Confirmation. Delivery must not be refused by the Client.
c) (Failure to pay) If the Client does not pay for any Services on or before the due date for payment:
or the Client otherwise fails to comply with this Agreement, or with the terms of any sale credit has been extended to the Client, A1 Sideloader Service reserves the right to revoke such credit and demand immediate payment before any further Services;
the Client must pay A1 Sideloader Service interest at the rate of 10% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by A1 Sideloader Service; and
A1 Sideloader Service may at its option keep Delivery Goods being the subject of Services for which the Client has not made payment prior to the payment due date, which are still in A1 Sideloader Service’ possession.
6.1 CUSTOMS AND DUTIES
The Client will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in an order being held at customs. A1 Sideloader Service will not be liable for any costs the Client may incur in having Delivery Goods released from customs, and the Client must reimburse A1 Sideloader Service for any customs or import duties they may pay, at their discretion.